Share Allocation definition

Share Allocation has the meaning specified to such term in Section 2.1 and Exhibit A hereof. (ww) "[**] Products" means Products for which Nortel relies on Supplier for [**]% of its Product requirements and which are indicated as such in Exhibit A hereof or as otherwise may be agreed by the Parties.
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Share Allocation is, at the date of this Agreement, % of the Property which is owned by the Shared Home Owner and % of the Property which is owned by BHCT but, notwithstanding these Shares or what may be shown on the title to the Property, an up to date, conclusive and accurate record of the ownership of the Shares is shown on the Share Allocation Register and “Share Allocations” has a corresponding meaning.
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Share Allocation means the percentage to be allocated to the Shares of the total $160,000,000 (the “Total Value”) to be allocated among the NewCo Class B Shares, the Series A Preferred Shares (as defined in the Formation and Contribution Agreement, which shall be allocated the value of their aggregate liquidation preference as determined in accordance with the Formation and Contribution Agreement) and the Units (i) as mutually agreed upon by Dow ▇▇▇▇▇ and Reuters within 30 days of the date hereof or (ii) if Dow ▇▇▇▇▇ and Reuters do not agree upon such allocation within such 30 day period, as determined by an appraiser to be mutually agreed upon by Dow ▇▇▇▇▇ and Reuters (and to the extent the parties can not agree upon an appraiser within 15 days of the expiration of such 30 day period, such appraiser to be chosen by the President of the American Arbitration Association), with such appraiser allocating the Total Value by the relative values of the Company and NewCo immediately preceding the transactions contemplated by this Agreement, the Unit Purchase Agreement and the other Transaction Documents (as defined in the Unit Purchase Agreement), and such appraiser shall complete and deliver to the parties such allocation within 30 days after its appointment. The allocation of the Total Value determined pursuant to either (i) or (ii) above shall be final, non-appealable and binding on the parties hereto, absent manifest error or fraud and shall be referred to herein as the “Final Allocation”. Dow ▇▇▇▇▇ and Reuters each agree to report (and to cause their respective affiliates to report) the transactions contemplated by this Agreement, the Unit Purchase Agreement and the other Transaction Documents for all purposes (including all tax and accounting purposes) in a manner consistent with the Final Allocation except to the extent a different allocation or reporting is required by changes after the date hereof to the applicable accounting or legal rules or principles.
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Examples of Share Allocation in a sentence

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Registered Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that the Holder shall sell or otherwise transfer this Warrant, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without regard to any limitations on exercise) (the "Authorized Share Allocation").

  • In the event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder's Warrants, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation with respect to the portion of the Notes being transferred.

  • In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation.


More Definitions of Share Allocation

Share Allocation shall have the meaning set forth in Section 1.3.1. (ppppp) "Subsidiary" means any Person in which the Buyer has a direct or indirect equity or ownership interest in excess of ten percent (10%). (qqqqq) "Tax" means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, and any interest and/or penalties (civil or criminal) or addition to tax related thereto or to the nonpayment thereof. (rrrrr) "Tax Proceeding" shall have the meaning set forth in Section 5.3. (sssss) "Tax Return" means a report, return or other information required to be supplied to a Governmental Entity with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Consolidated Forecast Entities including any amendments thereof. (ttttt) "Title Company" means Orange Coast Title Company in Santa Ana, California (Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇). (uuuuu) "Title Policy" means for each parcel of Real Property, a CLTA Standard Coverage Owner's Policy of Title Insurance (with no endorsements thereto and no indemnification provided to the Title Company by Seller), with an effective date as of the Closing Date naming the Buyer as the insured. (vvvvv) "Transfer" means the transfers by the Seller of (i)the Excluded Assets to a third party, and (ii)certain intangible property to Securities Partnership. (wwwww) "WARN Act" means the Worker Adjustment and Retraining Notification Act.
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Share Allocation and "Purchase Price" shall refer to such adjusted amounts.
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Share Allocation means the offer of certain IPO Shares to the holders of Series A Preferred in accordance with the terms and conditions of this Section 4, and shall include the number of IPO Shares calculated by dividing $10,000,000 by the gross per Share offering price in the IPO as set forth on the cover page of the final Prospectus included as a part of the Company"s Registration Statement. As set forth in this Section 4, a Series A Preferred holder"s "Pro Rata Share" at any time shall mean a fraction the numerator of which is the number of shares of Series A Preferred then held by such holder and the denominator of which is the total number of shares of Series A Preferred then outstanding.
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Share Allocation means the offer to the Series C Holders (or the holders of an equivalent number of Ordinary Shares held upon the conversion or reclassification of Series C Preferred) in accordance with the terms and upon the conditions of this Section 2.17, of such number of IPO Shares calculated by dividing $3,000,000 by the mid-point of the first filing range the Company sets forth in the Registration Statement for the Qualified IPO or an amendment thereto. The number of shares included in the Share Allocation shall be subject to reduction (or elimination) if the Board determines in good faith that the issuance of such shares would be materially detrimental to the success of the Qualified IPO. For the purposes of this Section 2.17, a Series C Holder's "PRO-RATA SHARE" at any time shall mean a fraction the numerator of which is the number of shares of Series C Preferred then held by such holder (including the Ordinary Shares received upon conversion or reclassification thereof) and the denominator of which is the total number of shares of Series C Preferred then issued and outstanding (including the Ordinary Shares received upon conversion or reclassification thereof).
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Related to Share Allocation

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Wasteload allocation or "wasteload" or "WLA" means the portion of a receiving surface water's loading or assimilative capacity allocated to one of its existing or future point sources of pollution. WLAs are a type of water quality-based effluent limitation.

  • Percentage Allocation is defined in Section 4.3(b)(ii)(y).

  • Authorized Allocation means an amount equivalent to $500,000 to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule.

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit: